2010 Tennessee Code
Title 61 - Partnerships
Chapter 1 - Revised Uniform Partnership Act
Part 4 - Relations of Partners to Each Other and to Partnership
61-1-401 - Partner's rights and duties.

61-1-401. Partner's rights and duties.

(a)  Each partner is deemed to have an account that is:

     (1)  Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and

     (2)  Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses.

(b)  Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits.

(c)  A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.

(d)  A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.

(e)  A payment or advance made by a partner which gives rise to a partnership obligation under subsection (c) and (d) constitutes a loan to the partnership which accrues interest from the date of the payment or advance.

(f)  Each partner has equal rights in the management and conduct of the partnership business.

(g)  A partner may use or possess partnership property only on behalf of the partnership.

(h)  A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.

(i)  A person may become a partner only with the consent of all of the partners.

(j)  A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.

(k)  This section does not affect the obligations of a partnership to other persons under § 61-1-301.

(l)  A partner has the power and authority to delegate to one (1) or more other persons the partner's rights and powers to manage and control the business and affairs of the partnership, including to delegate to agents, officers and employees of the partner or the partnership, and to delegate by a management agreement or other agreement with, or otherwise to, other persons. Such delegation by a partner shall not cause the partner to cease to be a partner of the partnership.

[Acts 2001, ch. 353.]